Promissory Notes

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PROMISSORY NOTE
U.S. $85,000.00 December 28, 2001
FOR VALUE RECEIVD, the undersigned, KELLY D. CONWAY, of 950 Woodbine
Place, Lake Forest, Illinois 60045 ("Borrower"), hereby unconditionally promises
to pay to the order of eLoyalty Corporation, a Delaware corporation ("Lender"),
having its principal office at 150 Field Drive, Suite 250, Lake Forest, Illinois
60045, in lawful money of the United States of America and in immediately
available funds, the principal sum of EIGHTY FIVE THOUSAND AND NO/100 DOLLARS
($85,000.00), together with interest on the principal and accrued interest
balance from time to time outstanding at the rate of TWO AND FORTY-EIGHT
HUNDREDTHS percent (2.48%) per annum from the date hereof until payment in full
on November 12, 2003 (the "Payment Date") in accordance with this Promissory
Note; provided, however, that if Borrower has been employed by Lender, or any
parent or subsidiary company of Lender, from the date hereof through and
including the Payment Date, then the entire outstanding principal indebtedness
hereunder, plus interest accrued on such amount, shall be discharged and
forgiven by Lender and shall no longer be due and, accordingly, Borrower shall
have no further obligation to Lender hereunder.
Borrower, however, shall be responsible for income tax on the principal
plus interest, if and when they are recognized as income, which shall be
withheld by Lender from any amounts owed by Lender to Borrower, including
payroll.
Borrower, reserves the right to prepay this Note, in whole or in part,
at any time without penalty. In the event of such prepayment, the amount so
prepaid will be applied to principal due and interest will be adjusted
accordingly.
All payments of principal and interest under this Note shall be made by
Borrower to Lender, at Lender's principal place of business as set forth above,
or at such other place as Lender may from time to time designate in writing.
The occurrence or existence of one or more of the following events
shall constitute an event of default ("Default") under this Note: (i) the
failure of Borrower to pay when due any principal or interest due hereunder; or
(ii) (a) Borrower shall become generally unable to pay his debts as they become
due, or (b) Borrower shall make an assignment for the benefit of creditors, or
(c) Borrower shall call a meeting of creditors for the composition of debts, or
(d) a proceeding under any bankruptcy, reorganization, arrangement of debt,
insolvency, readjustment of debt or receivership law or statute is filed by or
against Borrower, or a custodian, receiver or agent is appointed or authorized
to take charge of any of Borrower's properties, or Borrower takes any action to
authorize any of the foregoing; or (iii) Borrower shall no longer remain, for
any reason, an employee of Lender, or a parent or subsidiary company of Lender,
or (v) there shall be entered against Borrower any judgment or judgments in an
aggregate amount in excess of
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$100,000, unless the amounts of such judgment or judgments are covered by
insurance and liability under such insurance has been admitted by the issuer
thereof.
In an event of Default, Lender may, by notice to Borrower, declare all
the indebtedness evidenced by this Note to be, and thereupon such indebtedness
shall become, immediately due and payable, without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived by
Borrower; provided, however, that if the Default specified in clause (ii) (d) in
the paragraph two paragraphs above occurs, the indebtedness evidenced by this
Note shall automatically become due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
Borrower.
If payment hereunder becomes due and payable on a day which is not a
"Business Day" (as defined below), the due date thereof shall be extended to the
next succeeding Business Day, and interest shall be payable thereon during such
extension at the rate specified above. "Business Day" shall mean a day on which
banks in Chicago, Illinois are open for the transaction of banking business. In
no case or event whatsoever shall interest charged hereunder, however such
interest may be characterized or computed, exceed the highest rate permissible
under any law which a court of competent jurisdiction shall, in a final
determination, deem applicable hereto. In the event that such a court determines
that Lender has received interest hereunder in excess of the highest rate
applicable hereto, Lender shall (i) apply such excess to any unpaid principal
balance due and payable by Borrower hereunder to Lender; and (ii) if the amount
of such excess exceeds the unpaid principal and other liabilities due and
payable by Borrower hereunder, Lender shall remit such excess to Borrower.
Any notice hereunder shall be sufficiently given if in writing and
delivered in person or mailed by first class mail addressed as follows:
IF TO BORROWER:
Kelly D. Conway
950 Woodbine Place
Lake Forest, Illinois 60045
IF TO LENDER:
eLoyalty Corporation
150 Field Drive, Suite 250
Lake Forest, IL 60045
Attention: Chief Financial Officer
Borrower and Lender may each designate additional or different
addresses by notice to the other party as provided herein.
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Lender shall be under no obligation to marshal any assets in favor of
Borrower in payment of any or all of Borrower's liabilities hereunder. To the
extent that Borrower makes a payment or payments to Lender, and such payment or
payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, provincial, state or
federal law, common law or equitable cause, then to the extent of such recovery,
the obligation or part hereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.
Any dispute between Lender and Borrower arising out of, connected with,
related to, or incidental to the relationship established between them in
connection with this Note, and whether arising in contract, tort, equity, or
otherwise, shall be resolved in accordance with the internal laws and not the
conflicts of law provisions of the State of Illinois.
Except as provided in the immediately succeeding paragraph, Lender and
Borrower, each agree that all disputes between them arising out of, connected
with, related to, or incidental to the relationship established between them in
connection with this Note and whether arising in contract, tort, equity, or
otherwise, shall be resolved only by state or federal courts located in Cook
County, Illinois, but Lender and Borrower acknowledge that any appeals from
those courts may have to be heard by a court located outside of Cook County,
Illinois. Borrower waives any and all objections that he may have to the
location of the court considering the dispute.
Borrower agrees that Lender shall have the right to proceed against
Borrower or his property in a court in any location to enable Lender to enforce
a judgment or other court order entered in favor of Lender. Borrower agrees that
he will not assert any permissive counterclaims in proceeding brought by Lender
to enforce a judgment or other court order in favor of Lender. Borrower waives
any objection that he may have to the location of the court in which Lender has
commenced a proceeding described in this paragraph.
Borrower waives personal service of any process upon him and consents
that all such service of process be made by registered mail directed to Borrower
at the address stated herein.
Borrower waives the posting of any bond otherwise required of Lender to
enforce any judgment or other court order entered in favor of Lender, or to
enforce this note by specific performance, temporary restraining order,
preliminary or permanent injunction.
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Whenever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such Provision or the
remaining provisions of this Note. Whenever in this Note reference is made to
Lender or Borrower, such reference shall be deemed to include, as applicable, a
reference to their respective successors and assigns, and the provisions of this
Note shall be binding upon and shall inure to the benefit of said successors and
assigns. Borrower's successors and assigns shall include, without limitation, a
receiver, receiver and manager, trustee or debtor-in-possession of or for
Borrower.
By: /s/ Kelly D. Conway
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Kelly D. Conway
Borrower
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